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United States securities and exchange commission logo





                             March 27, 2023

       Nathan Givoni
       Chief Executive Officer
       Gelteq Limited
       Level 4
       Level 4 100 Albert Road
       South Melbourne VIC, 3025
       Australia

                                                        Re: Gelteq Limited
                                                            Amendment No. 3 to
Registration Statement on Form F-1
                                                            Filed March 17,
2023
                                                            File No. 333-267169

       Dear Nathan Givoni:

              We have reviewed your registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Amendment No. 3 to Registration Statement on Form F-1 filed March 17,
2023

       Prospectus Summary
       The Offering, page 9

   1.                                                   We note your response
to our prior comment 2 and your revised disclosure on page 9
                                                        which states that the
selling shareholders will be able to sell their Ordinary Shares
                                                        "following their
respective lock-up periods." However, page 130 continues to state that
                                                        the selling
shareholders "are not subject to lock-up agreements." Please reconcile
                                                        throughout both the
primary and resale prospectus. In the event the selling shareholders
                                                        are, in fact, subject
to lock-up periods, please include this information in the resale
                                                        prospectus.
 Nathan Givoni
FirstName  LastNameNathan Givoni
Gelteq Limited
Comapany
March      NameGelteq Limited
       27, 2023
March2 27, 2023 Page 2
Page
FirstName LastName
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page
45

2.       We note your response to prior comment 3. We further note that you
added disclosure
         that    Cumulatively, through March 1, 2023, approximately 24% of
total units ordered
         were from related parties.    Please revise your filing to quantify
your total orders for the
         period July 1, 2022 to March 1, 2023 and separately quantify the
amount of orders from
         related parties.
Critical Accounting Estimates and Judgements
Revenue Growth and the Recoverability Rate of Intangible Assets, page 56

3.       We note from your revised disclosure in response to prior comment 4
that intangible
         assets comprised approximately 87% of the company   s assets. This
does not appear
         mathematically accurate given that as of June 30, 2022, your
intangible assets were AU$
         22.7 million and your total assets were AU$ 23.4 million. Please
revise your filing
         accordingly.
Financial Statements, page F-1

4.       We note from your disclosures on page F-16 that your financial
statements are presented
         in Australian dollars. Additionally we note that when presenting
Australian dollars you
         have used the currency abbreviations AUD, AUD$, AU$, A$ and $. When
referring to
         United States dollars you have used various currency abbreviations
including $. In order
         for investors to clearly determine the currencies presented, please
revise your filing to
         define and present all currency abbreviations in a consistent manner.
Ensure that your
         revised presentation does not use the same currency symbol for
different currencies.
Exhibits

5.       We note that the legal opinion filed as Exhibit 5.1 does not opine as
to the validity of the
         Resale Shares. Please revise. See Section II.B.2.h. of Staff Legal
Bulletin No. 19.
General

6.       Please revise the cover pages of both the primary and resale
prospectuses to clearly state,
         if true, that selling shareholders may not commence their resale of
shares until after the
         IPO closes. If this is not the case, please clarify.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
 Nathan Givoni
Gelteq Limited
March 27, 2023
Page 3

       You may contact Eric Atallah at 202-551-3663 or Al Pavot at 202-551-3738
if you have
questions regarding comments on the financial statements and related matters.
Please contact
Arzhang Navai at 202-551-4676 or Laura Crotty at 202-551-7614 with any other
questions.



                                                         Sincerely,
FirstName LastNameNathan Givoni
                                                         Division of
Corporation Finance
Comapany NameGelteq Limited
                                                         Office of Life
Sciences
March 27, 2023 Page 3
cc:       Richard I. Anslow, Esq.
FirstName LastName
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